Common use of Post-Closing Adjustment of Merger Consideration Clause in Contracts

Post-Closing Adjustment of Merger Consideration. (a) Within sixty (60) days after the Closing Date, the Surviving Corporation shall in good faith prepare and deliver to the Equityholder Representative (on behalf of the Sellers) a written statement (the “Final Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Company and its Subsidiaries, as of the Measurement Time (the “Closing Balance Sheet”) in accordance with the sample calculation worksheet set forth in Schedule 2.9 and (ii) a calculation of the actual (A) Net Working Capital (the “Closing Net Working Capital”), (B) Indebtedness (the “Closing Indebtedness”), (C) Cash (the “Closing Cash”), and (D) unpaid Transaction Expenses (the “Closing Transaction Expenses”), in each case, as of the Measurement Time before giving effect to the payments contemplated herein, and (iii) on the basis of the foregoing, a calculation of the Merger Consideration. (b) The Final Closing Statement shall become final and binding on the thirtieth (30th) day following delivery thereof, unless prior to the end of such period, the Equityholder Representative delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Merger Consideration, as set forth in the Final Closing Statement. The Equityholder Representative shall be deemed to have agreed with all items and amounts included in the calculation of the Merger Consideration, as set forth in the Final Closing Statement that are not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review in accordance with Section 2.10(c). Any Notice of Disagreement may reference only disagreements (x) based on mathematical errors or (y) regarding whether the Merger Consideration, or the components thereof, as reflected on the Final Closing Statement, were calculated in accordance with this Section 2.10. (c) During the fifteen (15) day period following delivery of a Notice of Disagreement by the Equityholder Representative to the Buyer, the parties in good faith shall seek to resolve in writing any differences that they may have with respect to the calculation of the Merger Consideration. Any disputed items resolved in writing between the Equityholder Representative and the Buyer within such fifteen (15) day period shall be final and binding with respect to such items, and if the Equityholder Representative and the Buyer agree in writing on the resolution of each disputed item specified by the Equityholder Representative in the Notice of Disagreement and the amount of the Merger Consideration, the amount so determined shall be final and binding on the parties for all purposes hereunder and shall not be subject to appeal or further review. If the Equityholder Representative and the Buyer have not resolved all such differences by the end of such fifteen (15) day period, the Equityholder Representative and the Buyer shall submit, in writing, to a nationally recognized independent public accounting firm (the “Independent Accounting Firm”), their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the amount of the Merger Consideration (including a reasonably detailed calculation thereof), and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Merger Consideration, which determination shall be final and binding on the parties for all purposes hereunder. The Independent Accounting Firm shall consider only those items and amounts in the Equityholder Representative’s and the Buyer’s respective calculations of the Merger Consideration that are identified as being items and amounts to which the Equityholder Representative and the Buyer have been unable to agree. In resolving any disputed item, the Independent Accounting Firm shall limit its determination to whether the Buyer’s proposed amount for such item in the Notice of Disagreement or the Equityholder Representative’s proposed amount for such item in the Notice of Disagreement is calculated more nearly in accordance with this Agreement. (d) The Independent Accounting Firm shall be Ernst & Young LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed in writing by the Equityholder Representative (on behalf of the Sellers) and the Buyer. The Equityholder Representative and the Buyer shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it as promptly as practicable, and in any event within thirty (30) days following the submission thereof. In acting under this Agreement, the Independent Accounting Firm will be entitled to the privileges and immunities of an arbitrator. (e) The costs of any dispute resolution pursuant to this Section 2.10, including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the Equityholder Representative (on behalf of the Sellers) and the Buyer in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party. (f) The Company shall, during the period prior to the Closing Date, and the Buyer, during the period from and after the date of delivery of the Final Closing Statement through the resolution of any adjustment to the Closing Merger Consideration contemplated by this Section 2.10 shall cause the Surviving Corporation to, afford the Buyer or the Equityholder Representative, as the case may be, and their respective Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties, books and records of the Company or the Surviving Corporation, as the case may be, and its Subsidiaries and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.10. Each party shall authorize its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the calculation of the Closing Merger Consideration as specified in this Section 2.10; provided that such accountants shall not be obligated to make any work papers available except in accordance with such accountants’ disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (g) The Closing Merger Consideration shall be adjusted, upwards or downwards, as follows: (i) For the purposes of this Agreement, the “Net Adjustment Amount” means an amount, which may be positive or negative, equal to (A) the Merger Consideration as finally determined pursuant to this Section 2.10 minus (B) the Closing Merger Consideration;

Post-Closing Adjustment of Merger Consideration. (a) Within sixty (60) 90 calendar days after the Closing Date, the Surviving Corporation Parent shall in good faith prepare and deliver to the Equityholder Stockholder Representative (on behalf of the Sellers) a written statement (the “Final Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Company and its SubsidiariesCompany, including all notes thereto, dated as of the Measurement Time Closing Date (the “Closing Balance Sheet”) ), prepared in accordance with GAAP applied on a basis consistent with the sample calculation worksheet Company’s existing accounting methods used in the preparation of the Financial Statements (except as set forth in Schedule 2.9 Section 2.10(g)); provided that no purchase accounting valuation adjustments in respect of the transactions contemplated by this Agreement shall be made and (ii) a reasonably detailed calculation based on the Closing Balance Sheet of the actual (A) Net Working Capital of the Company as of the Closing Date (the “Closing Net Working Capital”), (B) Indebtedness (. The Closing Balance Sheet and the “Closing Indebtedness”), (C) Cash (the “Closing Cash”), Working Capital shall be calculated and (D) unpaid Transaction Expenses (the “Closing Transaction Expenses”), in each case, prepared as of the Measurement time immediately after the Effective Time before giving effect to the payments contemplated herein, and (iii) on the basis so that completion of the foregoing, a calculation of transactions contemplated at the Merger ConsiderationClosing are reflected therein). (b) During the 20 Business Day period following the Stockholder Representative’s receipt of the Closing Balance Sheet and the Closing Working Capital calculation, the Parent shall use its commercially reasonable efforts to provide the Stockholder Representative and its auditors with access to the working papers of the Parent and its auditors relating to the Closing Balance Sheet and the Closing Working Capital calculation, and the Parent shall cooperate with the Stockholder Representative and its auditors to provide them with any other information used in preparing the Closing Balance Sheet and the Closing Working Capital calculation reasonably requested by the Stockholder Representative and its auditors. The Final Closing Statement Balance Sheet and the Closing Working Capital calculation shall become final and binding on the thirtieth (30th) day 20th Business Day following delivery thereof, unless prior to the end of such period, the Equityholder Stockholder Representative delivers to the Buyer Parent written notice of its his disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to disputed item and accompanied by a certificate of the Merger Consideration, as set forth Stockholder Representative’s auditors stating that they concur with each of the positions taken by the Stockholder Representative in the Final Closing StatementNotice of Disagreement. The Equityholder Stockholder Representative shall be deemed to have agreed with all items and amounts included in the Closing Balance Sheet and the Closing Working Capital calculation of the Merger Consideration, as set forth in the Final Closing Statement that are not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review in accordance with Section 2.10(c2.11(c). Any Notice of Disagreement may reference only disagreements (x) based on mathematical errors or (y) regarding whether the Merger Consideration, or the components thereof, as reflected on the Final Closing Statement, were calculated in accordance with this Section 2.10. (c) During the fifteen (15) day 10 Business Day period following delivery of a Notice of Disagreement by the Equityholder Stockholder Representative to the BuyerParent, the parties in good faith shall seek to resolve in writing any differences that they may have with respect to the calculation matters specified therein. During such 10 Business Day period, the Stockholder Representative shall use his commercially reasonable efforts to provide the Parent and its auditors with access to the working papers of the Merger ConsiderationStockholder Representative and its auditors relating to such Notice of Disagreement, and the Stockholder Representative and its auditors shall cooperate with the Parent and its auditors to provide them with any other information used in preparation such Notice of Disagreement reasonably requested by the Parent or its auditors. Any disputed items resolved in writing between the Equityholder Stockholder Representative and the Buyer Parent within such fifteen (15) day 10 Business Day period shall be final and binding with respect to such items, and if the Equityholder Stockholder Representative and the Buyer Parent agree in writing on the resolution of each disputed item specified by the Equityholder Stockholder Representative in the Notice of Disagreement and the amount of the Merger ConsiderationClosing Working Capital, the amount so determined shall be final and binding on the parties for all purposes hereunder and shall not be subject to appeal or further reviewhereunder. If the Equityholder Stockholder Representative and the Buyer Parent have not resolved all such differences by the end of such fifteen (15) day 10 Business Day period, the Equityholder Stockholder Representative and the Buyer Parent shall submit, in writing, to a nationally recognized an independent public accounting firm (the “Independent Accounting Firm”), their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the amount of the Merger Consideration (including a reasonably detailed calculation thereof)Closing Working Capital, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Merger ConsiderationClosing Working Capital, which determination shall be final and binding on the parties for all purposes hereunder. The Independent Accounting Firm shall consider be authorized to resolve only those items remaining in dispute between the parties in accordance with the provisions of this Section 2.11 within the range of the difference between the Parent’s position with respect thereto and amounts in the Equityholder Stockholder Representative’s and the Buyer’s respective calculations position with respect thereto. The determination of the Merger Consideration that are identified as being items and amounts to which the Equityholder Representative and the Buyer have been unable to agree. In resolving any disputed item, the Independent Accounting Firm shall limit its be accompanied by a certificate of the Independent Accounting Firm that it reached such determination to whether the Buyer’s proposed amount for such item in the Notice of Disagreement or the Equityholder Representative’s proposed amount for such item in the Notice of Disagreement is calculated more nearly in accordance with the provisions of this Agreement. (d) Section 2.11. The Independent Accounting Firm shall be Ernst & Young LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall in good faith be agreed in writing by the Equityholder Representative (on behalf of the Sellers) and the Buyer. The Equityholder Stockholder Representative and the Buyer Parent. The Stockholder Representative and the Parent shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it as promptly as practicable, and in any event within thirty (30) days 20 Business Days following the submission thereof. In acting under this Agreement, Judgment may be entered upon the written determination of the Independent Accounting Firm will in any court referred to in Section 9.10. The fees and disbursements of the auditors of each party incurred in connection with their preparation and review of the Closing Balance Sheet shall be entitled to borne by such party (the privileges sum of such fees and immunities disbursements incurred by both parties, the “Closing Balance Sheet Costs”); provided , however , in the event of an arbitrator. (e) The costs of any a dispute resolution pursuant to this Section 2.102.11(c), the Closing Balance Sheet Costs and the costs of such dispute resolution (including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, thereof and the fees and disbursements of the auditors of each party incurred in connection with their preparation or review of any Notice of Disagreement) shall be borne by the Equityholder Stockholder Representative (and/or the Stockholders, on behalf of the Sellers) one hand, and the Buyer Parent, on the other hand, in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party. (fd) The Company shall, during If the period prior to Reference Amount is greater than the Closing Date, and the Buyer, during the period from and after the date of delivery of the Final Closing Statement through the resolution of any adjustment to the Closing Merger Consideration contemplated by this Section 2.10 shall cause the Surviving Corporation to, afford the Buyer or the Equityholder Representative, as the case may be, and their respective Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties, books and records of the Company or the Surviving Corporation, as the case may be, and its Subsidiaries and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.10. Each party shall authorize its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the calculation of the Closing Merger Consideration as specified in this Section 2.10; provided that such accountants shall not be obligated to make any work papers available except in accordance with such accountants’ disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (g) The Closing Merger Consideration shall be adjusted, upwards or downwards, as follows: (i) For the purposes of this Agreement, the “Net Adjustment Amount” means an amount, which may be positive or negative, equal to (A) the Merger Consideration Working Capital as finally determined pursuant to this Section 2.10 minus 2.11, the Merger Consideration shall be adjusted downwards in an amount equal to the difference between the Reference Amount and the Closing Working Capital. In such event, the Parent shall deliver written notice to the Escrow Agent and the Stockholder Representative specifying the amount of such downwards adjustment of the Merger Consideration, and the Escrow Agent shall pay such amount out of the Indemnity Escrow Fund to the Parent in accordance with the terms of the Escrow Agreement and neither the Stockholder Representative nor any Stockholder shall be entitled to object to such claim against the Indemnity Escrow Fund; provided that the Stockholders shall remain liable in the event amounts in the Indemnity Escrow Fund are insufficient to cover such amount. If the Reference Amount is less than the Closing Working Capital as finally determined pursuant to this Section 2.11, the Merger Consideration shall be adjusted upwards in an amount equal to the difference between the Reference Amount and the Closing Working Capital. In such event, the Parent or the Surviving Corporation shall deliver written notice to the Stockholder Representative specifying the amount of such upwards adjustment of the Merger Consideration, and shall pay such amount to the Stockholders pro rata in accordance with the portion of the Merger Consideration each such Stockholder would otherwise have been entitled to receive under Section 2.10(c), by virtue of the ownership of outstanding Shares immediately prior to the Effective Time. (Be) Amounts to be paid pursuant to Section 2.11(d) shall bear simple interest from the Closing Date to the date of such payment at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect from time to time or (if less) the Closing Merger Consideration;maximum rate permitted by applicable Law, calculated on the basis of a year of 365 days and the number of days elapsed.

Post-Closing Adjustment of Merger Consideration. (a) Within sixty (60) 90 days after the Closing Date, the Surviving Corporation shall in good faith prepare and deliver to the Equityholder Stockholder Representative (on behalf of the SellersStockholders) a written statement (the “Final Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Company and its Subsidiaries, as of the Measurement Time (the “Closing Balance Sheet”) in accordance with the sample calculation worksheet set forth in Schedule 2.9 and (ii) a calculation of the actual (Ai) Net Working Capital (the “Closing Net Working Capital”), (Bii) Indebtedness (the “Closing Indebtedness”), (Ciii) Cash (the “Closing Cash”), and (Div) unpaid Transaction Expenses (the “Closing Transaction Expenses”)) (with each of Closing Net Working Capital, in each caseClosing Indebtedness, Closing Cash and Closing Transaction Expenses determined as of immediately prior to the Measurement Time before Closing and, except for Closing Transaction Expenses, without giving effect to the payments transactions contemplated herein). Closing Net Working Capital, Closing Indebtedness and (iii) on Closing Cash shall be calculated in accordance with the basis of the foregoing, a calculation of the Merger ConsiderationApplicable Accounting Principles. (b) The Final Closing Statement shall become final and binding on the thirtieth (30th) 30th day following delivery thereof, unless prior to the end of such period, the Equityholder Stockholder Representative delivers to the Buyer Acquiror written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Merger ConsiderationClosing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, as set forth in the Final Closing Statement. The Equityholder Stockholder Representative shall be deemed to have agreed with all items and amounts included in the calculation of the Merger ConsiderationClosing Net Working Capital, as set forth in the Final Closing Statement that are Indebtedness, Closing Cash and/or Closing Transaction Expenses not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review in accordance with Section 2.10(c2.14(c). Any Notice of Disagreement may reference only disagreements (x) based on mathematical errors or (y) regarding whether based on amounts of the Merger ConsiderationClosing Net Working Capital, or the components thereofClosing Indebtedness, Closing Cash and/or Closing Transaction Expenses as reflected on the Final Closing Statement, were Statement not being calculated in accordance with this Section 2.102.14. (c) During the fifteen (15) day 15‑day period following delivery of a Notice of Disagreement by the Equityholder Stockholder Representative to the BuyerAcquiror, the parties in good faith shall seek to resolve in writing any differences that they may have with respect to the calculation computation of the Merger ConsiderationClosing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses as specified therein. Any disputed items resolved in writing between the Equityholder Stockholder Representative and the Buyer Acquiror within such fifteen (15) day 15‑day period shall be final and binding with respect to such items, and if the Equityholder Stockholder Representative and the Buyer Acquiror agree in writing on the resolution of each disputed item specified by the Equityholder Stockholder Representative in the Notice of Disagreement and the amount of the Merger ConsiderationClosing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses, the amount amounts so determined shall be final and binding on the parties for all purposes hereunder and shall not be subject to appeal or further review. If the Equityholder Stockholder Representative and the Buyer Acquiror have not resolved all such differences by the end of such fifteen (15) day 15‑day period, the Equityholder Stockholder Representative and the Buyer Acquiror shall submit, in writing, to a nationally recognized an independent public accounting firm (the “Independent Accounting Firm”), their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the amount amounts of the Merger Consideration (including a reasonably detailed calculation thereof)Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Merger ConsiderationClosing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses, which determination shall be final and binding on the parties for all purposes hereunder. The Independent Accounting Firm shall consider only those items and amounts in the Equityholder Stockholder Representative’s and the BuyerAcquiror’s respective calculations of the Merger Consideration Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses that are identified as being items and amounts to which the Equityholder Stockholder Representative and the Buyer Acquiror have been unable to agree. In resolving any disputed item, the Independent Accounting Firm shall limit its determination may not assign a value to whether any item greater than the Buyer’s proposed amount greatest value for such item in claimed by either party or less than the Notice of Disagreement or the Equityholder Representative’s proposed amount smallest value for such item in the Notice of Disagreement is calculated more nearly in accordance with this Agreement. (d) claimed by either party. The Independent Accounting Firm shall be Ernst & Young LLP PricewaterhouseCoopers or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed in writing by the Equityholder Representative (on behalf of the Sellers) and the Buyer. The Equityholder Stockholder Representative and the Buyer Acquiror. The Stockholder Representative and the Acquiror shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it as promptly as practicable, and in any event within thirty (30) 30 days following the submission thereof. Judgment may be entered upon the written determination of the Independent Accounting Firm in accordance with Section 7.10. In acting under this Agreement, the Independent Accounting Firm will be entitled to the powers, privileges and immunities of an arbitrator. (ed) The costs of any dispute resolution pursuant to this Section 2.102.14(c), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the Equityholder Stockholder Representative (on behalf of the SellersSeller Indemnifying Parties) and the Buyer Acquiror in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party. (fe) The Company shall, during the period prior to the Closing Date, and the BuyerAcquiror, during the period from and after the date of delivery of the Final Closing Statement through the resolution of any adjustment to the Closing Merger Consideration contemplated by this Section 2.10 2.14 shall cause the Surviving Corporation to, afford the Buyer or the Equityholder Representative, as the case may be, Stockholder Representative and their respective its Representatives reasonable accessaccess(including remote access by way of a dataroom), during normal business hours and upon reasonable prior notice, to the personnel, properties, books and records of the Company or the Surviving Corporation, as the case may be, and its Subsidiaries Corporation and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.102.14 (subject to any applicable COVID-19 Measures). Each party shall authorize its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the calculation calculations of the Closing Merger Consideration Net Working Capital, Cash and Indebtedness as specified in this Section 2.102.14; provided provided, that such accountants shall not be obligated to make any work papers available except in accordance with such accountants’ disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (gf) The Closing Merger Consideration shall be adjusted, upwards or downwards, as follows: (i) For the purposes of this Agreement, the “Net Adjustment Amount” means an amount, which may be positive or negative, equal to (A) the Merger Consideration Closing Working Capital Overage, minus the Estimated Working Capital Overage, minus (B) the Closing Working Capital Underage, minus the Estimated Working Capital Underage, plus (C) the Estimated Indebtedness, minus the Closing Indebtedness as finally determined pursuant to this Section 2.10 minus 2.14, plus (BD) the Closing Merger ConsiderationCash as finally determined pursuant to this Section 2.14, minus the Estimated Cash, plus (E) the Estimated Transaction Expenses, minus the Closing Transaction Expenses, as finally determined pursuant to this Section 2.14;

Post-Closing Adjustment of Merger Consideration. (a) Within sixty (60) 60 days after the Closing Date, the Surviving Corporation shall in good faith prepare and deliver to the Equityholder Stockholder Representative (on behalf of the Sellers) a written statement (the “Final Closing Statement”) that ), which shall include and set forth forth: (i) a consolidated balance sheet of the Company and its Subsidiaries, as of immediately prior to the Measurement Time Closing showing the components of Net Working Capital (the “Closing Balance Sheet”) in accordance with the sample calculation worksheet set forth in Schedule 2.9 and ); and (ii) a calculation of the actual (A) Net Working Capital (the “Closing Net Working Capital”), (B) Indebtedness (the “Closing Indebtedness”), (C) Cash (the “Closing Cash”), and (D) unpaid Transaction Expenses (the “Closing Transaction Expenses”)) (with each of Closing Net Working Capital, in each caseClosing Indebtedness, Closing Cash and Closing Transaction Expenses determined as of immediately prior to the Measurement Time before Closing and, except for Closing Transaction Expenses, without giving effect to the payments transactions contemplated herein). Closing Net Working Capital, Closing Indebtedness and (iii) on Closing Cash shall be calculated in accordance with the basis of the foregoing, a calculation of the Merger ConsiderationApplicable Accounting Principles. (b) The Final Closing Statement shall become final and binding on the thirtieth (30th) 45th day following delivery thereof, unless prior to the end of such period, the Equityholder Stockholder Representative delivers to the Buyer Acquiror written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Merger ConsiderationClosing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, as set forth in the Final Closing Statement. The Equityholder Stockholder Representative shall be deemed to have agreed with all items and amounts included in the calculation of the Merger ConsiderationClosing Net Working Capital, as set forth in the Final Closing Statement that are Indebtedness, Closing Cash and/or Closing Transaction Expenses not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review in accordance with Section 2.10(c3.5(c). Any Notice of Disagreement may reference only disagreements (x) based on mathematical errors or (y) regarding whether the Merger Considerationbased on Closing Net Working Capital, or the components thereofClosing Indebtedness, Closing Cash and/or Closing Transaction Expenses as reflected on the Final Closing Statement, were Statement not being calculated in accordance with the Applicable Accounting Principles or the provisions of this Section 2.10Agreement. (c) During the fifteen (15) 30-day period following delivery of a Notice of Disagreement by the Equityholder Stockholder Representative to the BuyerAcquiror, the parties in good faith shall seek to resolve in writing any differences that they may have with respect to the calculation computation of the Merger ConsiderationClosing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses as specified therein. Any disputed items resolved in writing between the Equityholder Stockholder Representative and the Buyer Acquiror within such fifteen (15) 30-day period shall be final and binding with respect to such items, and if the Equityholder Stockholder Representative and the Buyer Acquiror agree in writing on the resolution of each disputed item specified by the Equityholder Stockholder Representative in the Notice of Disagreement and the amount of the Merger ConsiderationClosing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses, the amount amounts so determined shall be final and binding on the parties for all purposes hereunder and shall not be subject to appeal or further review. If the Equityholder Stockholder Representative and the Buyer Acquiror have not resolved all such differences by the end of such fifteen (15) 30-day period, the Equityholder Stockholder Representative and the Buyer Acquiror shall submit, in writing, to a nationally recognized an independent public accounting firm (the “Independent Accounting Firm”), their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the amount amounts of the Merger Consideration (including a reasonably detailed calculation thereof)Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Merger ConsiderationClosing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses, which determination shall be final and binding on the parties for all purposes hereunder. The Independent Accounting Firm shall consider only those items and amounts in the Equityholder Stockholder Representative’s and the BuyerAcquiror’s respective calculations of the Merger Consideration Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses that are identified as being items and amounts to which the Equityholder Stockholder Representative and the Buyer Acquiror have been unable to agree. In resolving any disputed item, the Independent Accounting Firm shall limit its determination may not assign a value to whether any item greater than the Buyer’s proposed amount greatest value for such item in claimed by either party or less than the Notice of Disagreement or the Equityholder Representative’s proposed amount smallest value for such item in the Notice of Disagreement is calculated more nearly in accordance with this Agreement. (d) claimed by either party. The Independent Accounting Firm shall be Ernst & Young LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed in writing by the Equityholder Stockholder Representative (on behalf of the Sellers) and the BuyerAcquiror. The Equityholder Stockholder Representative and the Buyer Acquiror shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it as promptly as practicable, and in any event within thirty (30) 30 days following the submission thereof. Judgment may be entered upon the written determination of the Independent Accounting Firm in accordance with Section 11.9. In acting under this Agreement, the Independent Accounting Firm will be entitled to the powers, privileges and immunities of an arbitrator. (ed) The costs of any dispute resolution pursuant to this Section 2.103.5(c), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the Equityholder Stockholder Representative (on behalf of the Sellers) and the Buyer Acquiror in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party. (fe) The Company shall, during the period prior to the Closing Date, and the Buyer, during the period from and after the date of delivery value of the Final Closing Statement through the resolution of any adjustment to the Closing Merger Consideration contemplated by this Section 2.10 shall cause the Surviving Corporation to, afford the Buyer or the Equityholder Representative, as the case may be, and their respective Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties, books and records of the Company or the Surviving Corporation, as the case may be, and its Subsidiaries and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.10. Each party shall authorize its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the calculation of the Closing Merger Consideration as specified in this Section 2.10; provided that such accountants shall not be obligated to make any work papers available except in accordance with such accountants’ disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (g) The Closing Merger Consideration shall be adjusted, upwards or downwards, as follows: (i) For If the purposes Net Adjustment Amount is positive, the value of this Agreementthe Closing Merger Consideration shall be adjusted upwards in an amount equal to the Net Adjustment Amount. In such event, Acquiror shall pay the Net Adjustment Amount (which will consist 50% of Acquiror Shares valued at the Closing Acquiror Share Value and 50% of cash) to the Consideration Stockholders in accordance with Section 2.6, first to the holders of Series E Preferred Stock to the extent that the consideration set forth in Section 2.6(c) has not been paid in full, then to the holder of Series D Preferred Stock; provided, that in no event will the Net Adjustment Amount exceed the Escrow Amount. (ii) If the Net Adjustment Amount is negative (in which case the “Net Adjustment Amount” means an amount, which may for purposes of this clause (ii) shall be positive or negative, deemed to be equal to (A) the Merger Consideration as finally determined pursuant to this Section 2.10 minus (B) absolute value of such amount), the value of the Closing Merger Consideration;Consideration shall be adjusted downwards in an amount equal to the Net Adjustment Amount. In such event, Acquiror and the Stockholder Representative shall deliver joint written instructions to the Escrow Agent, directing the Escrow Agent to release to Acquiror from the Escrow Fund, an amount equal to the Net Adjustment Amount (which will consist 50% of Acquiror Shares (valued at the Closing Acquiror Share Value) and 50% of cash); provided, that in no event will the Net Adjustment Amount exceed the Escrow Amount.

Post-Closing Adjustment of Merger Consideration. (a) Within sixty (60) 90 days after the Closing Date, the Surviving Corporation Company shall in good faith prepare and deliver to the Equityholder Holder Representative (on behalf of the SellersHolders) a written statement (the “Final Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Company and its Subsidiaries, including all notes thereto, dated as of the Measurement Time Closing Date (the “Closing Balance Sheet”) in accordance with the sample calculation worksheet set forth in Schedule 2.9 ), and (ii) a calculation of the actual (A) Net Working Capital (the “Closing Net Working Capital”), ) (B) Indebtedness (the “with Closing Indebtedness”), (C) Cash (the “Closing Cash”), and (D) unpaid Transaction Expenses (the “Closing Transaction Expenses”), in each case, Net Working Capital determined as of the Measurement Effective Time before and, except for Transaction Expenses reflected therein, without giving effect to the payments contemplated herein, and (iii) on Transactions). Closing Net Working Capital shall be calculated in accordance with the basis of the foregoing, a calculation of the Merger ConsiderationApplicable Accounting Principles. (b) The Final Closing Statement shall become final and binding on the thirtieth (30th) 60th day following delivery thereof, unless prior to the end of such period, the Equityholder Holder Representative delivers to the Buyer Parent written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Merger Consideration, Closing Net Working Capital as set forth in the Final Closing Statement. The Equityholder Holder Representative shall be deemed to have agreed with all items and amounts included in the calculation of the Merger Consideration, as set forth in the Final Closing Statement that are Net Working Capital not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review in accordance with Section 2.10(c2.14(c). Any Notice of Disagreement may reference only disagreements (x) based on mathematical errors or (y) regarding whether that the Merger Consideration, or the components thereof, Closing Net Working Capital as reflected on the Final Closing Statement, were Statement was not calculated in accordance with this Section 2.10Agreement and the applicable definitions set forth in this Agreement. (c) During the fifteen (15) -day period following delivery of a Notice of Disagreement by the Equityholder Holder Representative to the BuyerParent, the parties in good faith shall seek to resolve in writing any differences that they may have with respect to the calculation computation of the Merger ConsiderationClosing Net Working Capital as specified therein. Any disputed items resolved in writing between the Equityholder Holder Representative and the Buyer Parent within such fifteen (15) 15 day period shall be final and binding with respect to such items, and if the Equityholder Holder Representative and the Buyer Parent agree in writing on the resolution of each disputed item specified by the Equityholder Holder Representative in the Notice of Disagreement and the amount of the Merger ConsiderationClosing Net Working Capital, the amount amounts so determined shall be final and binding on the parties for all purposes hereunder and shall not be subject to appeal or further reviewhereunder. If the Equityholder Holder Representative and the Buyer Parent have not resolved all such differences by the end of such fifteen (15) 15 day period, the Equityholder Holder Representative and the Buyer Parent shall submit, in writing, to a nationally recognized an independent public accounting firm (the “Independent Accounting Firm”), their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the amount of the Merger Consideration (including a reasonably detailed calculation thereof)Closing Net Working Capital, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Merger ConsiderationClosing Net Working Capital, which determination shall be final and binding on the parties for all purposes hereunder. The Independent Accounting Firm shall consider only those items and amounts in the Equityholder Holder Representative’s and the BuyerParent’s respective calculations of the Merger Consideration Closing Net Working Capital that are identified as being items and amounts to which the Equityholder Holder Representative and the Buyer Parent have been unable to agree. In resolving any disputed item, the Independent Accounting Firm shall limit its determination may not assign a value to whether any item greater than the Buyer’s proposed amount greatest value for such item in claimed by either party or less than the Notice of Disagreement or the Equityholder Representative’s proposed amount least value for such item in the Notice of Disagreement is calculated more nearly in accordance with this Agreement. (d) claimed by either party. The Independent Accounting Firm shall be Ernst & Young the New York City office of Deloitte LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed in writing by the Equityholder Holder Representative (on behalf of the Sellers) and the BuyerParent. The Equityholder Holder Representative and the Buyer Parent shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it as promptly as practicable, and in any event within thirty (30) 30 days following the submission thereof. Judgment may be entered upon the written determination of the Independent Accounting Firm in accordance with Section 10.10. In acting under this Agreement, the Independent Accounting Firm will be entitled to the privileges and immunities of an arbitrator. (ed) The costs of any dispute resolution pursuant to this Section 2.102.14(c), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the Equityholder Holder Representative (on behalf of the Sellers) and the Buyer Parent in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted; provided, however, that if a party asserts a meritless position in such dispute (which shall be determined solely by the Independent Accounting Firm), the Independent Accounting Firm shall award the other party an amount equal to three times its reasonable and documented attorneys’ and accountants’ fees and costs and related out-of-pocket expenses incurred in resolving such meritless dispute, which shall be paid in full, in cash, not later than ten Business Days after the Independent Accounting Firm’s determination (i) that attorneys’ and accountants’ fees and costs and related out-of-pocket expenses are required to be awarded and (ii) the amount of such attorneys’ and accountants’ fees and costs and other out-of-pocket expenses payable. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party. (fe) The Company shall, during the period prior to the Closing Date, and the BuyerParent, during the period from and after the date of delivery of the Final Closing Statement through the resolution of any adjustment to the Closing Merger Consideration purchase price contemplated by this Section 2.10 2.14 shall cause the Surviving Corporation Company to, afford the Buyer Parent or the Equityholder Holder Representative, as the case may be, and their respective Representatives reasonable access, during normal business hours and upon reasonable prior written notice, to the personnel, properties, books and records of the Company or the Surviving CorporationCompany, as the case may be, and its Subsidiaries and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.102.14. Each party shall authorize and instruct its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the calculation of the Closing Merger Consideration Net Working Capital as specified in this Section 2.102.14; provided provided, that such accountants shall not only be obligated to make any work papers available except in accordance with such accountants’ disclosure procedures and then only after the non-client party has signed an a customary agreement relating to access to such work papers in form and substance reasonably acceptable to such accountants. (gf) The Closing Merger Consideration shall be adjusted, upwards or downwards, as follows: (i) For Following the purposes determination of this Agreement, the “Final Net Adjustment Amount” means an amount, which may be positive or negative, equal to (A) the Merger Consideration as finally determined Working Capital pursuant to this Section 2.10 minus (B) 2.14, the Closing Merger Consideration will be recomputed by using the Final Net Working Capital instead of the Estimated Net Working Capital in determining the Working Capital Underage. If the Closing Merger Consideration;, as recomputed, exceeds the Closing Merger Consideration determined as of the Closing Date, then Parent will, within three Business Days after the determination of the Final Net Working Capital, pay each Holder an amount equal to such Holder’s Pro Rata Percentage of such excess. If the Closing Merger Consideration, as recomputed, is less than the Closing Merger Consideration determined as of the Closing Date, then each Holder will, within three Business Days after the determination of the Final Net Working Capital, pay Parent by wire transfer to such accounts and pursuant to such instructions as are furnished by Parent to the Holder Representative an amount equal to such Holder’s Pro Rata Percentage of such shortfall. In the event any Holder fails to pay such Holder’s Pro Rata Percentage of such shortfall within five Business Days after notice of the determination of the Final Net Working Capital is delivered to such Holder, Parent shall be authorized to deliver written notice to the Escrow Agent and the Holder Representative specifying the amount of such deficiency, and the Escrow Agent shall distribute shares of Parent Common Stock equal in value to such amount (but only up to such Holder’s Pro Rata Percentage of the Escrow Fund, with such shares of Parent Common Stock distributed from the Escrow Fund being valued at the Parent Stock Price) out of the Escrow Fund to Parent in accordance with the terms of the Escrow Agreement and neither the Holder Representative nor any Holder shall be entitled to object to such claim against the Escrow Fund; provided, that (A) such Holder shall promptly pay to the Escrow Fund an amount in cash equal to such amount distributed from the Escrow Fund, and (B) such Holder shall remain liable to Parent in the event such Holder’s Pro Rata Percentage of the Escrow Fund is insufficient to cover the amount of such deficiency or if the Escrow Fund is insufficient to cover any indemnification payment awarded to Parent pursuant to Article VIII as a result of the failure of such Holder to pay to the Escrow Fund such Holder’s Pro Rata Percentage of such deficiency pursuant to Clause (A) (but only up to the amount distributed to Parent from such Holder’s Pro Rata Percentage of the Escrow Fund).

Post-Closing Adjustment of Merger Consideration. (a) Within sixty (60) 90 days after the Closing Date, the Surviving Corporation Acquiror shall in good faith prepare cause to be prepared and deliver delivered to the Equityholder Stockholder Representative (on behalf of the SellersStockholders) a written statement (the “Final Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Company and its Subsidiaries, including all notes thereto, dated as of the Measurement Time Closing Date (the “Closing Balance Sheet”) in accordance with the sample calculation worksheet set forth in Schedule 2.9 and ), (ii) on the basis of the Closing Balance Sheet, a calculation of the actual (A) Net Working Capital (the “Closing Net Working Capital”), ) and (B) Indebtedness Company Debt (the “Closing IndebtednessCompany Debt”), (Ciii) Cash (the “Closing Cash”), and (D) unpaid actual Transaction Expenses (the “with each of Closing Net Working Capital, Closing Company Debt and Transaction Expenses”), in each case, Expenses determined as of the Measurement Time before giving effect to the payments contemplated herein, Closing Date) and (iiiiv) on the basis of the foregoing, a calculation of the Merger Consideration. The Closing Balance Sheet shall be accompanied by a certificate of the President and the Chief Financial Officer of the Acquiror, stating that the Closing Balance Sheet and amounts calculated therefrom have been prepared in accordance with GAAP applied on a basis consistent with the preparation of the Balance Sheet, and the definition of Net Working Capital. (b) During the 30 day period following the Stockholder Representative’s receipt of the Final Closing Statement, the Acquiror will cause the Surviving Corporation (i) to provide the Stockholder Representative and his Representatives with prompt access to the books and records of the Surviving Corporation and to any other documents or information relating to the preparation of the Final Closing Statement or calculation of amounts reflected thereon reasonably requested by the Stockholder Representative or his Representatives, and to the Surviving Corporation’s employees responsible for and knowledgeable about the information used therein, and the preparation or calculation thereof, and (ii) to use commercially reasonable efforts to obtain access to the work papers of its auditors relating to the Final Closing Statement, subject to the execution of a customary access letter. The Final Closing Statement shall become final and binding on the thirtieth (30th) 30th day following delivery thereof, unless prior to the end of such period, the Equityholder Stockholder Representative delivers to the Buyer Acquiror written notice of its his disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Merger ConsiderationClosing Net Working Capital, the Closing Company Debt and/or Transaction Expenses, as set forth in the Final Closing Statement, and accompanied by a certificate of the Stockholder Representative’s auditors stating that they concur with each of the positions taken by the Stockholder Representative in the Notice of Disagreement. The Equityholder Stockholder Representative shall be deemed to have agreed with all items and the amounts included in the calculation of the Merger ConsiderationClosing Net Working Capital, as set forth in the Final Closing Statement that are Company Debt, Closing Company Cash and/or Transaction Expenses not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review in accordance with Section 2.10(c2.11(c). Any Notice of Disagreement may reference only disagreements (x) based on mathematical errors or (y) regarding whether based on amounts of the Merger ConsiderationClosing Net Working Capital, or the components thereof, Closing Company Debt and/or Transaction Expenses as reflected on the Final Closing Statement, were Statement not being calculated in accordance with this Section 2.102.11. (c) During the fifteen (15) 15 day period following delivery of a Notice of Disagreement by the Equityholder Stockholder Representative to the BuyerAcquiror, the parties in good faith shall seek to resolve in and incorporate into a writing any differences that they may have with respect to the computation of the Closing Net Working Capital, Closing Company Debt and/or Transaction Expenses as specified therein. During such 15 day period, the Stockholder Representative shall (i) provide the Acquiror and its Representatives with access to its books and records and any other documents or information relating to the preparation of the Notice of Disagreement or calculation of amounts thereon reasonably requested by the Merger ConsiderationAcquiror or its Representatives, and to the relevant employees responsible for and knowledgeable about the information used therein, and the preparation or calculation thereof, and (ii) shall use commercially reasonable efforts to obtain access to the work papers of its auditors relating to the Notice of Disagreement, subject to the execution of a customary access letter. Any disputed items resolved in writing between the Equityholder Stockholder Representative and the Buyer Acquiror within such fifteen (15) 15 day period shall be final and binding with respect to such items, and if the Equityholder Stockholder Representative and the Buyer Acquiror agree in writing on the resolution of each disputed item specified by the Equityholder Stockholder Representative in the Notice of Disagreement and the amount of the Merger ConsiderationClosing Net Working Capital, Closing Company Debt and Transaction Expenses, the amount amounts so determined shall be final and binding on the parties for all purposes hereunder and shall not be subject to appeal or further reviewhereunder. If the Equityholder Stockholder Representative and the Buyer Acquiror have not resolved all such differences by the end of such fifteen (15) 15 day period, the Equityholder Stockholder Representative and the Buyer Acquiror shall submit, in writing, to a nationally recognized an independent public accounting firm (the “Independent Accounting Firm”), their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the amount amounts of the Merger Consideration (including a reasonably detailed calculation thereof)Closing Net Working Capital, Closing Company Debt and Transaction Expenses, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Merger ConsiderationClosing Net Working Capital, Closing Company Debt and Transaction Expenses, which determination shall be final and binding on the parties for all purposes hereunder. The Independent Accounting Firm shall consider only those items and amounts in the Equityholder Stockholder Representative’s and the BuyerAcquiror’s respective calculations of the Merger Consideration Closing Net Working Capital, Closing Indebtedness and Transaction Expenses that are identified as being items and amounts to which the Equityholder Stockholder Representative and the Buyer Acquiror have been unable to agree. In resolving any disputed item, the Independent Accounting Firm shall limit its determination may not assign a value to whether any item greater than the Buyer’s proposed amount greatest value for such item in claimed by either party or less than the Notice of Disagreement or the Equityholder Representative’s proposed amount smallest value for such item in claimed by either party. The determination of the Notice Independent Accounting Firm shall be accompanied by a certificate of Disagreement is calculated more nearly the Independent Accounting Firm that it reached such determination in accordance with the provisions of this Agreement. (d) Section 2.11. The Independent Accounting Firm shall be Ernst & Young LLP PriceWaterhouseCoopers or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed in writing by the Equityholder Representative (on behalf of the Sellers) and the Buyer. The Equityholder Stockholder Representative and the Buyer Acquiror. The Stockholder Representative and the Acquiror shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it as promptly as practicable, and in any event within thirty (30) 30 days following the submission thereof. In acting under this Agreement, Judgment may be entered upon the written determination of the Independent Accounting Firm will be entitled in any court referred to the privileges and immunities of an arbitrator. (e) in Section 8.10. The costs of any dispute resolution pursuant to this Section 2.102.11(c), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the Equityholder Stockholder Representative (on behalf of the Sellers) and the Buyer Acquiror in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party. (fd) The Company shall, during the period prior to the Closing Date, and the Buyer, during the period from and after the date of delivery of the Final Closing Statement through the resolution of any adjustment to the Closing Merger Consideration contemplated by this Section 2.10 shall cause the Surviving Corporation to, afford the Buyer or the Equityholder Representative, as the case may be, and their respective Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties, books and records of the Company or the Surviving Corporation, as the case may be, and its Subsidiaries and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.10. Each party shall authorize its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the calculation of the Closing Merger Consideration as specified in this Section 2.10; provided that such accountants shall not be obligated to make any work papers available except in accordance with such accountants’ disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (g) The Closing Merger Consideration shall be adjusted, upwards or downwards, as follows: (i) For the purposes of this Agreement, the “Net Adjustment Amount” means an amount, which may be positive or negative, equal to (A) the Merger Consideration Closing Net Working Capital as finally determined pursuant to this Section 2.10 2.11 minus the Estimated Net Working Capital, plus (B) the Estimated Company Debt minus the Closing Merger ConsiderationCompany Debt as finally determined pursuant to this Section 2.11, plus (C) the Estimated Transaction Expenses minus the Transaction Expenses as finally determined pursuant to this Section 2.11;

Post-Closing Adjustment of Merger Consideration. (a) Within sixty one hundred and eighty (60180) days after the Closing Date, the Surviving Corporation Parent shall in good faith prepare and deliver to the Equityholder Representative (on behalf of the Sellers) Stockholder Representative, a written post-closing statement (the “Final Post-Closing Statement”) that shall include and set setting forth (i) a consolidated balance sheet Parent’s calculation of the Company and its Subsidiaries, Working Capital Ratio as of the Measurement Time Closing Date (the “Closing Balance Sheet”) in accordance with the sample calculation worksheet set forth in Schedule 2.9 and (ii) a calculation of the actual (A) Net Working Capital (the “Closing Net Working CapitalRatio”), (B) Indebtedness (the “Closing Indebtedness”), (C) Cash (the “Closing Cash”), and (D) unpaid Transaction Expenses (the “Closing Transaction Expenses”), in each case, as of the Measurement Time before giving effect to the payments contemplated herein, and (iii) on the basis of the foregoing, a calculation of the Merger Consideration. (b) The Final Closing Statement shall become final and binding on the thirtieth (30th) day following delivery thereof, unless prior to the end of such period, the Equityholder Representative delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Merger Consideration, as set forth in the Final Closing Statement. The Equityholder Representative shall be deemed to have agreed with all items and amounts included in the calculation of the Merger Consideration, as set forth in the Final Closing Statement that are not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review in accordance with Section 2.10(c). Any Notice of Disagreement may reference only disagreements (x) based on mathematical errors or (y) regarding whether the Merger Consideration, or the components thereof, as reflected on the Final Closing Statement, were calculated in accordance with this Section 2.10. (c) During the fifteen (15) day period following after the Post-Closing Statement has been provided to the Stockholder Representative by Parent (the “Review Period”) the Stockholder Representative may dispute any of the items in the Post-Closing Statement by delivery of a written notice (the “Dispute Notice”) to Parent, which Dispute Notice shall provide reasonable detail concerning each item that the Stockholder Representative disputes in the Post-Closing Statement, include reasonable support for each such position, and set forth the Stockholder Representative’s determination of Disagreement by the Equityholder Closing Working Capital Ratio. If the Stockholder Representative does not deliver to Parent a Dispute Notice prior to the Buyerexpiration of the Review Period, the parties Company Stockholders shall be conclusively deemed to have waived any right to object to the Post-Closing Statement delivered by Parent and the Post-Closing Statement delivered by Parent shall be final, binding and conclusive upon Parent, the Company and the Company Stockholders. If the Stockholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then for a period of thirty (30) days after receipt by Parent of such Dispute Notice, Parent and the Stockholder Representative shall, acting in good faith shall seek and in a commercially reasonable manner, attempt to resolve the items disputed by the Stockholder Representative in writing any differences that they may have with respect to such Dispute Notice. If Parent and the calculation Stockholder Representative resolve all of the Merger Consideration. Any disputed items resolved in writing between the Equityholder Representative and the Buyer within such fifteen Dispute Notice during such thirty (15) day period shall be final and binding with respect to such items, and if the Equityholder Representative and the Buyer agree in writing on the resolution of each disputed item specified by the Equityholder Representative in the Notice of Disagreement and the amount of the Merger Consideration, the amount so determined shall be final and binding on the parties for all purposes hereunder and shall not be subject to appeal or further review. If the Equityholder Representative and the Buyer have not resolved all such differences by the end of such fifteen (1530) day period, the Equityholder Representative Post-Closing Statement shall be revised to reflect such resolution, and as so revised shall be final, binding and conclusive upon Parent, the Company and the Buyer Company Stockholders. If the Stockholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period and Parent and the Stockholder Representative do not resolve all of the disputed items in such Dispute Notice within such thirty (30) day period, they shall submit, in writing, to jointly engage a nationally recognized independent public accounting firm reasonably acceptable to both Parent and the Stockholder Representative (the “Independent Accounting FirmAccountants”)) (it being acknowledged that an objection to proposed Independent Accountants shall be reasonable if such accounting firm has previously provided services to Parent, their briefs detailing their views as the Company, any Subsidiary or Affiliate of any thereof or the Stockholder Representative during the preceding three-year period) and submit the disputed items to the correct nature and amount of each item remaining in dispute and the amount of the Merger Consideration (including a reasonably detailed calculation thereof), and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Merger Consideration, which determination shall be final and binding on the parties Accountants for all purposes hereunderresolution. The Independent Accounting Firm Accountants shall consider act as experts and not arbiters and shall determine only those items and amounts in on the Equityholder Representative’s Post-Closing Statement that continue to be disputed by Parent and the Buyer’s respective calculations Stockholder Representative as of the Merger Consideration that are identified as being items and amounts to which the Equityholder Representative and the Buyer have been unable to agree. In resolving any disputed item, time of engagement of the Independent Accounting Firm shall limit its determination to whether the Buyer’s proposed amount for such item in the Notice of Disagreement or the Equityholder Representative’s proposed amount for such item in the Notice of Disagreement is calculated more nearly in accordance with this Agreement. (d) The Independent Accounting Firm shall be Ernst & Young LLP orAccountants. Promptly, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed in writing by the Equityholder Representative (on behalf of the Sellers) and the Buyer. The Equityholder Representative and the Buyer shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it as promptly as practicable, and in any event within but no later than thirty (30) days following the submission thereof. In acting under this Agreementafter such engagement, the parties shall cause the Independent Accounting Firm will be entitled Accountants to deliver a written report to Parent and the Stockholder Representative as to the privileges proper treatment of the disputed items, and immunities the Independent Accountants’ determinations shall be final, binding and conclusive upon Parent, the Company and the Company Stockholders and the Post-Closing Statement shall be revised to reflect such resolution. The Post-Closing Statement, as finally determined in accordance with this Section 1.7(a), shall be conclusively deemed the “Final Post-Closing Statement” and shall be final, binding and conclusive upon Parent, the Company and the Company Stockholders. The Closing Working Capital Ratio set forth in the Final Post-Closing Statement is referred to herein as the “Final Closing Working Capital Ratio.” The fees and expenses of an arbitrator. (e) The costs the Independent Accountants incurred in connection with the resolution of any dispute resolution disputes pursuant to this Section 2.101.7(a) shall be borne entirely by (i) Parent, including if the difference between Parent’s calculation of Closing Working Capital Ratio and the Final Closing Working Capital Ratio exceeds by more than ten percent the difference between the Stockholder Representative’s calculation of Closing Working Capital Ratio and the Final Closing Working Capital Ratio, and for purposes of this determination (A) Parent’s “calculation of Closing Working Capital Ratio” shall be the Closing Working Capital Ratio set forth in the Post-Closing Statement (as adjusted to reflect any agreements on the Closing Working Capital Ratio reached by Parent and the Stockholder Representative prior to referring such dispute to the Independent Accountants) and (B) the Stockholder Representative’s “calculation of Closing Working Capital Ratio” shall be the Closing Working Capital Ratio set forth in the Dispute Notice (as adjusted to reflect any agreements on the Closing Working Capital Ratio reached by Parent and the Stockholder Representative prior to referring such dispute to the Independent Accountants), (ii) by the Company Stockholders, if the difference between the Stockholder Representative’s calculation of Closing Working Capital Ratio and the Final Closing Working Capital Ratio exceeds by more than ten percent the difference between the Company’s calculation of Closing Working Capital Ratio and the Final Closing Working Capital Ratio, or (iii) otherwise, split equally between Parent and the Company Stockholders. For the purposes of determining whether the fees and expenses of the Independent Accounting Firm and of any enforcement of Accountants are payable by a party pursuant to this Section 1.7(a), the determination thereof, shall be borne Closing Working Capital Ratio (whether calculated by Parent or the Equityholder Representative (on behalf of the SellersStockholder Representative) and the Buyer in inverse proportion Final Closing Working Capital Ratio shall each be expressed as they may prevail on the matters resolved by the Independent Accounting Firma percentage. For illustration purposes only, which proportionate allocation a Closing Working Capital Ratio of 1.2:1 shall be calculated expressed for these purposes as 120%. (b) Once the Final Closing Working Capital Ratio is determined pursuant to Section 1.7(a), the Merger Consideration shall be adjusted as follows. If the Final Closing Working Capital Ratio is less than 1:1, the Merger Consideration shall be decreased on a dollar-for-dollar basis in an aggregate amount that, when added to the final determination of Good Accounts Receivable, would be sufficient to cause the Closing Working Capital Ratio to be 1:1. If the Final Closing Working Capital Ratio exceeds 1:1, the Merger Consideration will be increased on a dollar-for-dollar basis in an amount that, when deducted from the final determination of Good Accounts Receivable, would be sufficient to cause the Closing Working Capital Ratio to be 1:1. If the Merger Consideration is so decreased, subject to Section 8.3(h) the Company Stockholders shall be jointly and severally liable to pay to Parent the amount of such decrease within thirty (30) days of determination of the Final Closing Working Capital Ratio. If the Merger Consideration is so increased, Parent shall pay to the Company Stockholders on a pro rata basis based on the relative dollar values number of shares of Company Common Stock owned immediately prior to the Effective Time, the amount of such increase within thirty (30) days of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of Working Capital Ratio. If any Notice of Disagreementparty fails to pay any amount when due under this Section 1.7(b), as applicable, such unpaid amount shall be borne by such party. (f) The Company shall, during the period prior thereafter bear simple interest at a rate equal to the Closing Dateprime rate in effect from time to time (as published in The Wall Street Journal) plus two (2) percentage points, and the Buyer, during the period from and after the date of delivery of the Final Closing Statement through the resolution of any adjustment to the Closing Merger Consideration contemplated by this Section 2.10 shall cause the Surviving Corporation to, afford the Buyer or the Equityholder Representative, as the case may be, and their respective Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties, books and records of the Company or the Surviving Corporation, as the case may be, and its Subsidiaries and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.10. Each party shall authorize its accountants to disclose work papers generated by such accountants until paid in connection with preparing and reviewing the calculation of the Closing Merger Consideration as specified in this Section 2.10; provided that such accountants shall not be obligated to make any work papers available except in accordance with such accountants’ disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountantsfull. (g) The Closing Merger Consideration shall be adjusted, upwards or downwards, as follows: (i) For the purposes of this Agreement, the “Net Adjustment Amount” means an amount, which may be positive or negative, equal to (A) the Merger Consideration as finally determined pursuant to this Section 2.10 minus (B) the Closing Merger Consideration;

Post-Closing Adjustment of Merger Consideration. (a) Within sixty (60) 90 days after the Closing Date, the Surviving Corporation shall in good faith prepare prepare, or cause to be prepared, and deliver to the Equityholder Seller Representative (on behalf of the SellersStockholders) a written statement (the “Final Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Company and its Subsidiaries, as of the Measurement Determination Time (the “Closing Balance Sheet”) in accordance with the sample calculation worksheet set forth in Schedule 2.9 and (ii) a calculation of the actual (A) Net Working Capital (the “Closing Net Working Capital”), (B) Indebtedness (the “Closing Indebtedness”), (C) Cash (the “Closing Cash”), and (D) unpaid Transaction Expenses (the “Closing Transaction Expenses”)) (with each of Closing Net Working Capital, in each caseClosing Indebtedness, Closing Cash and Closing Transaction Expenses determined as of the Measurement Determination Time before and, except for Closing Transaction Expenses, without giving effect to the payments transactions contemplated herein). Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be calculated in accordance with the Applicable Accounting Principles. The Buyer shall cause the Surviving Corporation to (1) afford the Seller Representative (including its legal advisors and accountants) access to the Surviving Corporation’s books and records as and to the extent reasonably necessary for the Seller Representative to confirm the accuracy of the Final Closing Statement, (2) make available to the Seller Representative any employee of the Surviving Corporation or Buyer who was materially involved in the preparation the Final Closing Statement, and (iii3) on provide the basis of Seller Representative with any other documentation or information reasonably requested to confirm the foregoing, a calculation of the Merger ConsiderationFinal Closing Statement. (b) The Final Closing Statement shall become final and binding on the thirtieth (30th) 45th day following delivery thereof, unless prior to the end of such period, the Equityholder Seller Representative delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Merger ConsiderationClosing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, as set forth in the Final Closing Statement. The Equityholder Seller Representative shall be deemed to have agreed with all items and amounts included in the calculation of the Merger ConsiderationClosing Net Working Capital, as set forth in the Final Closing Statement that are Indebtedness, Closing Cash and/or Closing Transaction Expenses not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review in accordance with Section 2.10(c2.13(c). Any Notice of Disagreement may reference only disagreements (x) based on mathematical errors or (y) regarding whether the Merger Consideration, or the components thereof, as reflected on the Final Closing Statement, were calculated in accordance with this Section 2.10. (c) During the fifteen (15) 15 day period following delivery of a Notice of Disagreement by the Equityholder Seller Representative to the BuyerBuyer (the “Resolution Period”), the parties in good faith shall seek to resolve in writing any differences that they may have with respect to the calculation computation of the Merger ConsiderationClosing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses as specified therein. Any disputed items resolved in writing between the Equityholder Seller Representative and the Buyer within such fifteen (15) day period the Resolution Period shall be final and binding with respect to such items, and if the Equityholder Seller Representative and the Buyer agree in writing on the resolution of each disputed item specified by the Equityholder Seller Representative in the Notice of Disagreement and the amount of the Merger ConsiderationClosing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses, the amount amounts so determined shall be final and binding on the parties for all purposes hereunder and shall not be subject to appeal or further reviewhereunder. If the Equityholder Seller Representative and the Buyer have not resolved all such differences by the end of such fifteen (15) day periodthe Resolution Period, the Equityholder Seller Representative and the Buyer shall submit, in writing, to a nationally recognized independent mutually agreed upon public accounting firm (the “Independent Accounting Firm”), their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the amount amounts of the Merger Consideration (including a reasonably detailed calculation thereof)Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Merger ConsiderationClosing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses, which determination shall be final and binding on the parties for all purposes hereunder. The Independent Accounting Firm shall consider only those items and amounts in the Equityholder Seller Representative’s and the Buyer’s respective calculations of the Merger Consideration Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses that are identified as being items and amounts to which the Equityholder Seller Representative and the Buyer have been unable to agree. The Independent Accounting Firm’s services and authority to make a determination shall be limited in scope to the disputed issues, and the Independent Accounting Firm is not to make any other determination. In resolving any disputed item, the Independent Accounting Firm shall limit its determination may not assign a value to whether any item greater than the Buyer’s proposed amount greatest value for such item in claimed by either party or less than the Notice of Disagreement or the Equityholder Representative’s proposed amount smallest value for such item in the Notice of Disagreement is calculated more nearly in accordance with this Agreement. (d) claimed by either party. The Independent Accounting Firm shall be Ernst & Young Deloitte LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed in writing by the Equityholder Seller Representative and the Buyer or, if the parties are unable to agree within five (on behalf 5) Business Days from the end of the Sellers) Resolution Period, then the Independent Accounting Firm shall be an internationally recognized independent public accounting firm and shall be selected by a single arbitrator mutually agreeable to the Seller Representative and Buyer. In the event that, within 30 days after the end of the Resolution Period, the Seller Representative and Buyer cannot mutually agree on one arbitrator, then the parties shall arrange for the American Arbitration Association to designate a single arbitrator in accordance with the rules of the American Arbitration Association. The Equityholder Seller Representative and the Buyer shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it as promptly as practicable, and in any event within thirty (30) 30 days following the submission thereof. Judgment may be entered upon the written determination of the Independent Accounting Firm in accordance with Section 10.9. In acting under this Agreement, the Independent Accounting Firm will be entitled to the privileges and immunities of an arbitrator. (ed) The costs of any dispute resolution pursuant to this Section 2.102.13(c), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the Equityholder Seller Representative (on behalf of the SellersStockholders) and the Buyer in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The All other fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party. (fe) The Buyer and the Seller Representative will, and will cause the Company shall(in the case of the Seller Representative, during the period prior to the Closing Dateand, and in the case of the Buyer, during the period from and after the date of delivery of the Final Closing Statement through the resolution of any adjustment to the Closing Estimated Cash Merger Consideration contemplated by this Section 2.10 shall cause the Surviving Corporation to, 2.13) to afford the Buyer or the Equityholder Representative, as the case may be, other party and their respective its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties, books and records of the Company or the Surviving Corporation, as the case may be, and its Subsidiaries and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.102.13. Each party shall authorize its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the calculation calculations of the Closing Merger Consideration Net Working Capital, Cash and Indebtedness as specified in this Section 2.102.13; provided provided, that such accountants shall not be obligated to make any work papers available except in accordance with such accountants’ disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (gf) The Following the determination of the Closing Net Working Capital pursuant to Section 2.13, the Estimated Cash Merger Consideration shall be adjusted, upwards or downwards, as follows: (i) For the purposes of this Agreement, the “Net Adjustment Amount” means an amount, which may be positive or negative, equal to recalculated by (A) substituting either (x) the Merger Consideration Working Capital Overage with the Closing Working Capital Overage as determined pursuant to Section 2.13 or (y) the Working Capital Underage with the Closing Working Capital Underage pursuant to Section 2.13, (B) substituting the Estimated Indebtedness with the Closing Indebtedness as finally determined pursuant to this Section 2.10 minus 2.13, (BC) substituting the Estimated Cash with the Closing Cash as finally determined pursuant to this Section 2.13 and (D) substituting the Estimated Transaction Expenses with the Closing Transaction Expenses as finally determined pursuant to this Section 2.13 (collectively, the “Net Adjustment” and the Estimated Cash Merger Consideration as recalculated pursuant to the preceding clauses (A) through (D), the “Final Cash Merger Consideration”). (g) If after taking into consideration the Net Adjustment, the Final Cash Merger Consideration is greater than the Estimated Cash Merger Consideration (the “Positive Net Adjustment Amount”), the Buyer shall promptly (but in any event within five Business Days of final determination of the Net Adjustment Amount) pay the Positive Net Adjustment Amount by wire transfer of immediately available funds to (1) the Closing Paying Agent for delivery to the Stockholders (other than holders of any Dissenting Shares) and (2) the Surviving Corporation and/or its applicable Subsidiaries for delivery to holders of the Vested Options in accordance with Section 6.8(c). Payment of such amounts to the Holders shall be made in accordance with their Pro Rata Portions. (h) If after taking into consideration the Net Adjustment, the Estimated Cash Merger Consideration;Consideration is greater than the Final Cash Merger Consideration (the “Negative Net Adjustment Amount”), the Buyer and the Seller Representative shall execute and deliver mutual written notice to the Escrow Agent specifying the Negative Net Adjustment Amount, and the Escrow Agent shall pay the Negative Net Adjustment Amount (such value shall be deemed to be equal to the absolute value of such amount) out of the Indemnity Escrow Fund to the Buyer in accordance with the terms of the Escrow Agreement. If the Indemnity Escrow Fund is insufficient to cover the entire amount payable to the Buyer pursuant hereto, the deficiency shall be recovered from the Holders severally but not jointly and based on their Pro Rata Portion subject to the Aggregate Cap.

Post-Closing Adjustment of Merger Consideration. (a) Within sixty (60) 90 days after the Closing Date, the Surviving Corporation Acquiror shall in good faith prepare and deliver to the Equityholder Stockholder Representative (on behalf of the SellersStockholders) a written statement (the “Final Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Company and its Subsidiaries, Subsidiaries dated as of the Measurement Time Closing Date (the “Closing Balance Sheet”) in accordance with the sample calculation worksheet set forth in Schedule 2.9 and (ii) a calculation of the actual (A) Net Working Capital (the “Closing Net Working Capital”), ) and (B) Indebtedness (the “Closing Indebtedness”), ) (C) Cash (the “with each of Closing Cash”), Net Working Capital and (D) unpaid Transaction Expenses (the “Closing Transaction Expenses”), in each case, Indebtedness determined as of 11:59 pm Eastern Time on the Measurement Time before day immediately preceding the Closing Date without giving effect to the payments transactions contemplated herein, and (iii) on the basis except for Transaction Expenses, which shall be determined as of the foregoing, Closing giving effect to the transactions contemplated hereby). Closing Net Working Capital and Closing Indebtedness shall be calculated in accordance with GAAP applied on a calculation basis consistent with the preparation of the Merger ConsiderationBalance Sheet (provided that in the event of a conflict between GAAP and consistent application thereof, GAAP shall prevail), subject to such differences in accounting principles, policies and procedures as are set forth in the Sample Net Working Capital Calculation (the “Applicable Accounting Principles”). (b) The Final Closing Statement shall become final and binding on the thirtieth (30th) 30th day following delivery thereof, unless prior to the end of such period, the Equityholder Stockholder Representative delivers to the Buyer Acquiror written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Merger ConsiderationClosing Net Working Capital and/or Closing Indebtedness, as set forth in the Final Closing Statement. The Equityholder Stockholder Representative shall be deemed to have agreed with all items and amounts included in the calculation of the Merger Consideration, as set forth in the Final Closing Statement that are Net Working Capital and/or Closing Indebtedness not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review in accordance with Section 2.10(c2.13(c). Any Notice of Disagreement may reference only disagreements (x) based on mathematical errors or (y) regarding whether based on amounts of the Merger Consideration, or the components thereof, Closing Net Working Capital and/or Closing Indebtedness as reflected on the Final Closing Statement, were Statement not being calculated in accordance with this Section 2.102.13. (c) During the fifteen (15) -day period following delivery of a Notice of Disagreement by the Equityholder Stockholder Representative to the BuyerAcquiror, the parties in good faith shall seek to resolve in writing any differences that they may have with respect to the calculation computation of the Merger ConsiderationClosing Net Working Capital and/or Closing Indebtedness as specified therein. Any disputed items resolved in writing between the Equityholder Stockholder Representative and the Buyer Acquiror within such fifteen (15) -day period shall be final and binding with respect to such items, and if the Equityholder Stockholder Representative and the Buyer Acquiror agree in writing on the resolution of each disputed item specified by the Equityholder Stockholder Representative in the Notice of Disagreement and the amount of the Merger ConsiderationClosing Net Working Capital and Closing Indebtedness, the amount amounts so determined shall be final and binding on the parties for all purposes hereunder and shall not be subject to appeal or further reviewhereunder. If the Equityholder Stockholder Representative and the Buyer Acquiror have not resolved all such differences by the end of such fifteen (15) -day period, the Equityholder Stockholder Representative and the Buyer Acquiror shall submit, in writing, to a nationally recognized recognized, independent public accounting firm (the “Independent Accounting Firm”), their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the amount amounts of the Merger Consideration (including a reasonably detailed calculation thereof)Closing Net Working Capital and Closing Indebtedness, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Merger ConsiderationClosing Net Working Capital and Closing Indebtedness, which determination shall be final and binding on the parties for all purposes hereunder. The Independent Accounting Firm shall consider only those items and amounts in the Equityholder Stockholder Representative’s and the BuyerAcquiror’s respective calculations of the Merger Consideration Closing Net Working Capital and Closing Indebtedness that are identified as being items and amounts to which the Equityholder Stockholder Representative and the Buyer Acquiror have been unable to agree. In resolving any disputed item, the Independent Accounting Firm shall limit its determination may not assign a value to whether any item greater than the Buyer’s proposed amount greatest value for such item in claimed by either party or less than the Notice of Disagreement or the Equityholder Representative’s proposed amount smallest value for such item in the Notice of Disagreement is calculated more nearly in accordance with this Agreement. (d) claimed by either party. The Independent Accounting Firm shall be Ernst & Young LLP or, if such firm is unable or unwilling to act, such other nationally recognized an independent public accounting firm as shall be agreed in writing by the Equityholder Representative (on behalf of the Sellers) and the Buyer. The Equityholder Stockholder Representative and the Buyer Acquiror. The Stockholder Representative and the Acquiror shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it as promptly as practicable, and in any event within thirty (30) 30 days following the submission thereof. Judgment may be entered upon the written determination of the Independent Accounting Firm in accordance with Section 7.10. In acting under this Agreement, the Independent Accounting Firm will be entitled to the privileges and immunities of an arbitrator. (ed) The costs of any dispute resolution pursuant to this Section 2.102.13(c), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the Equityholder Stockholder Representative (on behalf of the Sellers) and the Buyer Acquiror in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party. (fe) The Company shall, during the period prior to the Closing Date, and the Buyer, during During the period from and after the date of delivery of the Final Closing Statement through the resolution of any adjustment to the Closing Merger Consideration contemplated by this Section 2.10 2.13, the Acquiror shall cause the Surviving Corporation to, to afford the Buyer or the Equityholder Representative, as the case may be, Stockholder Representative and their respective its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties, books and records of the Company or the Surviving Corporation, as the case may be, Corporation and its Subsidiaries and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.102.13. Each party shall authorize its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the calculation calculations of the Closing Merger Consideration Net Working Capital and Indebtedness as specified in this Section 2.102.13; provided that such accountants shall not be obligated to make any work papers available except in accordance with such accountants’ disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (gf) The Closing Merger Consideration shall be adjusted, upwards or downwards, as follows: (i) For the purposes of this Agreement, the “Net Adjustment Amount” means an amount, which may be positive or negative, equal to (A) the Merger Consideration Closing Net Working Capital as finally determined pursuant to this Section 2.10 2.13 minus (B) the Target Net Working Capital, minus the Closing Merger ConsiderationIndebtedness as finally determined pursuant to this Section 2.13;

Post-Closing Adjustment of Merger Consideration. (a) Within sixty (60) 90 days after the Closing Date, the Surviving Corporation shall in good faith prepare and deliver to the Equityholder Holder Representative (on behalf of the SellersEffective Time Holders) a written statement (the “Final Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Company and its Subsidiaries, dated as of the Measurement Time (the “Closing Balance Sheet”) in accordance with the sample calculation worksheet set forth in Schedule 2.9 Date and (ii) a calculation of the actual (A) Net Working Capital (the “Closing Net Working Capital”), (B) Indebtedness (the “Closing Indebtedness”), (C) Cash (the “Closing Cash”), ) and (D) unpaid Transaction Expenses (the “Closing Transaction Expenses”)) (with each of Closing Net Working Capital, in each caseClosing Indebtedness, Closing Cash and Closing Transaction Expenses determined as of the Measurement Time before Closing Date and, except for Closing Transaction Expenses, without giving effect to the payments transactions contemplated herein). Closing Net Working Capital, Closing Indebtedness and (iii) Closing Cash shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the Balance Sheet. The Preliminary Closing Statement shall become final and binding at 11:59 p.m. PT on the basis of 90th day after the foregoingClosing Date, unless Parent shall have delivered a calculation of the Merger ConsiderationFinal Closing Statement within such period. (b) The Final Closing Statement shall become final and binding on the thirtieth (30th) 30th day following delivery receipt thereof, unless prior to the end of such period, the Equityholder Holder Representative delivers to the Buyer Parent written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Merger ConsiderationClosing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, as set forth in the Final Closing Statement. The Equityholder Holder Representative shall be deemed to have agreed with all items and amounts included in the calculation of the Merger ConsiderationClosing Net Working Capital, as set forth in the Final Closing Statement that are Indebtedness, Closing Cash and/or Closing Transaction Expenses not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review in accordance with Section 2.10(c2.13(c). Any Notice of Disagreement may reference only disagreements (x) based on mathematical errors or (y) regarding whether based on the Merger Considerationassertion that amounts of the Closing Net Working Capital, or the components thereofClosing Indebtedness, Closing Cash and/or Closing Transaction Expenses as reflected on the Final Closing Statement, Statement were not calculated in accordance with this Section 2.102.13 and the applicable definitions set forth in this Agreement. (c) During the fifteen (15) -day period following delivery of a Notice of Disagreement by the Equityholder Holder Representative to the BuyerParent, the parties in good faith shall seek to resolve in writing any differences that they may have with respect to the calculation computation of the Merger ConsiderationClosing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses as specified therein. Any disputed items resolved in writing between the Equityholder Holder Representative and the Buyer Parent within such fifteen (15) -day period shall be final and binding with respect to such items, and if the Equityholder Holder Representative and the Buyer Parent agree in writing on the resolution of each disputed item specified by the Equityholder Holder Representative in the Notice of Disagreement and the amount of the Merger ConsiderationClosing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses, the amount amounts so determined shall be final and binding on the parties for all purposes hereunder and shall not be subject to appeal or further review. If the Equityholder Holder Representative and the Buyer Parent have not resolved all such differences by the end of such fifteen (15) -day period, the Equityholder Holder Representative and the Buyer Parent shall submit, in writing, to a nationally recognized an independent public accounting firm (the “Independent Accounting Firm”), their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the amount amounts of the Merger Consideration (including a reasonably detailed calculation thereof)Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Merger ConsiderationClosing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses, which determination determination, absent manifest error, shall be final and binding on the parties for all purposes hereunder. The Independent Accounting Firm shall consider only those items and amounts in the Equityholder Holder Representative’s and the BuyerParent’s respective calculations of the Merger Consideration Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses that are identified as being items and amounts to which the Equityholder Holder Representative and the Buyer Parent have been unable to agree. In resolving any disputed item, the Independent Accounting Firm shall limit its determination may not assign a value to whether any item greater than the Buyer’s proposed amount greatest value for such item in claimed by either party or less than the Notice of Disagreement or the Equityholder Representative’s proposed amount smallest value for such item in the Notice of Disagreement is calculated more nearly in accordance with this Agreement. (d) claimed by either party. The Independent Accounting Firm shall be Ernst & Young Deloitte LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed in writing by the Equityholder Holder Representative (on behalf of the Sellers) and the BuyerParent. The Equityholder Holder Representative and the Buyer Parent shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it as promptly as practicable, and in any event within thirty (30) 30 days following the submission thereof. Judgment may be entered upon the written determination of the Independent Accounting Firm in accordance with Section 10.10. In acting under this Agreement, the Independent Accounting Firm will be entitled to the privileges and immunities of an arbitrator. (ed) The costs of any dispute resolution pursuant to this Section 2.102.13(c), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the Equityholder Holder Representative (on behalf of the SellersEffective Time Holders) and the Buyer Parent in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party. (fe) The Company shall, during the period prior to the Closing Date, and the BuyerParent, during the period from and after the date of delivery of the Final Closing Statement through the resolution of any adjustment to the Closing Merger Consideration contemplated by this Section 2.10 2.13 shall cause the Surviving Corporation to, afford the Buyer Parent or the Equityholder Holder Representative, as the case may be, and their respective Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties, books and records of the Company or the Surviving Corporation, as the case may be, and its Subsidiaries and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.102.13. Each party shall authorize its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the calculation calculations of the Closing Merger Consideration Net Working Capital, Cash and Indebtedness as specified in this Section 2.102.13; provided that such accountants shall not be obligated to make any work papers available except in accordance with such accountants’ disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (gf) The Closing Merger Consideration shall be adjusted, upwards or downwards, as follows: (i) For the purposes of this Agreement, the “Net Adjustment Amount” means an amount, which may be positive or negative, equal to (A) the Merger Consideration as finally determined pursuant to this Section 2.10 minus (B) the Closing Merger Consideration;to: